CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail:
Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:]
2. Term. The effective date of this Contract is and it terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
B y :
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
B y :
B y : T i t l e :
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President
and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
7665 REDWOOD BLVD, SUITE 200 | NOVATO, CA 94945 | WWW.NV5.COM | OFFICE 415.899.1600 June 13, 2023
644.010.04.P09
City of Richmond
City Manager’s Office
Attention: Mr. Craig Murray
440 Civic Center Plaza, Second Floor
Richmond, California 94804
PROPOSED SCOPE OF WORK AND FEE ESTIMATE
ENVIRONMENTAL CONSULTATION SERVICES DURING FISCAL YEARS 2023/24, 2024/25 AND 2025/26
MARINA BAY PROJECT NINE-DEED RESTRICTED AREAS
RICHMOND, CALIFORNIA
Dear Mr. Murray:
PES Environmental, Inc., dba NV5 (NV5) is pleased to present the City of Richmond (City) this proposed scope of work and fee estimate for environmental consultation services related to the nine deed restricted properties located within the Marina Bay Project. Nine areas owned by the City are subject to land use restrictions required by California Environmental Protection City (EPA), Department of Toxic Substances Control (DTSC), and the instruments have been recorded with the Contra Costa County Recorder Office. The scope of work is for environmental consultation services to be provided to the City during Fiscal Years (FY) 2023/24, 2024/25, and 2025/26.
This proposal contains a brief description of the anticipated scope of work for the above-referenced properties. This proposed scope of work also includes environmental consultation during construction of the temporary asphalt cap at Area FM. However, as you know, the work plan for the construction of the temporary cap is under review by DTSC and the scope of the final approved scope is not known at this time. Costs for oversight and documentation of the temporary cap have been developed based on the proposed scope of work described in the work plan and assumptions and are included herein; however, if the scope of work approved by DTSC differs from what is proposed herein a separate proposal to supplement those fees will be prepared and submitted under separate cover.
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June 13, 2023
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SCOPE OF WORK
The following sections present a summary of the scope of work for the environmental consultation services.
Task 1 - Marina Bay Project
Task 1a - Nine Deed Restricted Areas – Annual Inspections and Five-Year Review
The nine areas include: (1) Area T; (2) Area V; (3) Boat Launch Ramp Parking Area; (4) Marina Way South (West Shore Areas); (5) Peninsula Drive; (6) Regatta Boulevard Right-Of-Way (northwest of Area L); (7) Shimada Friendship Park; (8) Vincent Park; and (9) Area FM. The scope of work includes conducting: (1) annual inspections and reporting; (2) revising a Third Five Year Review Work Plan; and (3) preparing the Third Five Year Review Report.
Annual Inspections and Reporting
In accordance with the O&M Plans and the O&M Agreements, NV5 will conduct annual inspections of each area on an annual basis for FY 2023/24, FY 2024/25, and FY 2025/26.
Area FM does not have an O&M Plan at this time; however, NV5 will inspect Area FM during the 2023 annual inspections. The 2022 annual inspections were conducted in June 2022. The annual inspections will be conducted at each of the nine areas upon receipt of the executed contract for this proposed scope of work and are expected to be conducted with DTSC staff in attendance. This task also includes a contingency to address potential issues discovered during the annual inspections. In order to reduce costs, we have assumed that the inspections of the nine areas will be conducted during one day of field work and repairs will be made by City staff on the same day. The repairs will be documented on the day of the inspections and follow-up inspections will not be required. Following the inspection, an annual inspection report will be prepared for the areas. The report will be submitted to the City for review and comment. Following receipt of your authorization, the annual inspection report will be submitted to DTSC. The above process will be followed during FY 2024/25 and FY 2025/26. Fee estimates for annual inspections, reporting and contingencies for 2024 and 2025 have been increased by 10% annually to accommodate anticipated rate changes.
Revision of Third Five-Year Review Work Plan
On March 18, 2019, PES submitted a work plan for the third five-year review of the remedial actions implemented at nine environmental deed-restricted areas to DTSC for review and approval. On May 15, 2020, DTSC submitted comments on the work plan and on June 16, 2020, PES submitted a revised work plan that addressed DTSC’s comments. DTSC approval of the revised work plan is pending. DTSC submitted a survey to the Marina Bay community in March 2021 and we anticipate that DTSC may require further revisions to the work plan as a result of the survey. NV5 will revise the Third Five Year Review Work Plan, Mr. Craig Murray
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if needed, for the five-year review of the nine deed restricted properties. The revised work plan will be submitted to you in draft form for your review and comment. Following receipt of your authorization, the work plan will be submitted to DTSC for review and approval. If revisions are not required, NV5 will proceed with preparing the Third Five Year Review Report. The cost estimate assumes that only one round of edits will be required.
Third Five-Year Review Reporting
Following DTSC approval of the revised work plan, NV5 will conduct a five-year review of each area. The purpose of the five-year review is to evaluate the implementation and performance of the remedy to determine, after five years, if the remedy is protective of human health and the environment. In accordance with applicable guidance 1, the five-year review
report will include an authority statement, objective of the review, background information, including site location, history and conditions, a discussion of remedial objectives, a summary of monitoring information, recommendations, and a statement of protectiveness. A registered civil engineer must prepare the five-year review report. A draft five-year review report will be prepared for the nine areas and submitted to you for your review and comment. Following receipt of your authorization, a final Third Five-Year Review Report will be submitted to DTSC for the nine areas described above.
Task 1b - Area T - Groundwater Remediation and Monitoring and Reporting
Groundwater Monitoring and Reporting
This estimate assumes six groundwater monitoring wells and four separate-phase hydrocarbon (SPH) characterization and removal wells located at Area T will be sampled on an annual basis during the second quarter of each year for the period covered by this proposal. This estimate also assumes wells TW-3R and CW-3 will be sampled on a quarterly basis. This proposal includes conducting 12 groundwater monitoring events starting in the Third Quarter 2023. The sampling and reporting proposed herein will be conducted in FY 2023/24, FY 2024/25, and FY 2025/26. Fee estimates for groundwater monitoring and reporting for 2024 and 2025 have been increased by 10% annually to accommodate anticipated rate changes.
Samples from wells WSS17, TW-1, TW-2, TW-4, TW-5, CW-1, CW-2, and CW-4 will be analyzed for total extractable petroleum hydrocarbons quantified as diesel (TEPHd) and motor oil (TEPHmo), total volatile hydrocarbons quantified as gasoline (TVHg), and Stoddard Solvent (TVHss) on an annual basis. Samples from well TW-3R are analyzed on a quarterly basis for TVHg, TVHss, TEPHd, TEPHmo, naphthalene, and benzene, toluene, ethylbenzene, and xylenes (BTEX); and samples from well CW-3 are analyzed on a quarterly basis for TVHg, TVHss, TEPHd, and TEPHmo. The purge water generated during the groundwater sampling events will be transported off-site by the sampling subcontractor for disposal as non- hazardous waste at an appropriately licensed facility.
1 Office of Solid Waste and Emergency Response No. 9355.7-03B-P.
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Reports will be prepared on a quarterly basis to document the sampling and analysis as well as the groundwater remediation program discussed below.
Task 1c - Area FM – Work Plan Revision, Temporary Cap Construction, Reporting and General Environmental Consultation
Based on discussions with you, NV5 anticipates providing environmental consultation services to the City for Area FM, North Shore Area, Marina Bay Project, Richmond, California. On March 18, 2021, DTSC submitted a letter 2 to the City regarding Area FM and
on May 3, 2021, City representatives, DTSC, and NV5 discussed the letter during a virtual meeting. The March 18, 2021 letter requested several documents be submitted by the City to DTSC by April 16, 2021. The City responded to the March 18, 2021 letter in correspondence dated April 15, 20213. The April 15, 2021 letter requested an extension for submittal of documents until Third Quarter 2021 due to budgetary constraints. The request for extension was approved by DTSC in electronic correspondence dated May 27, 20214.
Additionally, on March 19, 2021, DTSC notified the City 5 of an alleged trespass on the deed
restricted property and has directed the City to implement additional steps to ensure the site is secure. Accordingly, the City has implemented installation of additional fencing and repair of existing fencing and is proposing installation of a temporary cap (contractor costs are not included herein). The temporary soil cap is identified in the deed restriction recorded for Area FM6. A work plan7 for the installation of the temporary soil cap at Area FM was approved by DTSC in a letter dated August 12, 20168.
On July 27, 2022, PES submitted Work Plan Amendment for Construction of Temporary Asphalt Cap (Work Plan Amendment) to DTSC for review and approval. The Work Plan Amendment was reviewed by DTSC
9, DTSC’s Geological Services Unit (GSU)10, DTSC’s
2 DTSC, 2021. Letter to Mr. Craig Murray regarding “Marina Bay Project, Richmond (Site Code: 200134), Area FM Status Evaluation and Interim DTSC Comments”. March 18. 3 City of Richmond, 2021. Letter to DTSC regarding “Response to DTSC Correspondence Dated March 18, 2021, Area FM, Marina Bay Project, Richmond, California”. April 15. 4 DTSC, 2021. Email to Ms. Laura Snideman. May 27.
5 DTSC, 2021. Letter to Mr. Craig Murray regarding “Marina Bay Project, Richmond (Site Code: 200134), Area FM Status Evaluation and Interim DTSC Comments”. March 18. 6 Covenant to Restrict Use of Property, Environmental Restriction, Parcel FM, Marina Bay Redevelopment, Richmond, California recorded March 21, 2005.
7 PES, 2016c. Work Plan for Construction of Temporary Soil Cap, Area FM, North Shore Areas, Marina Bay Project, Richmond, California. August 12.
8 DTSC, 2021. DTSC Site Visit Report, Marina Bay Project. March 19. 9 DTSC, 2022. Marina Bay Project, Richmond (Site Code: 200134), DTSC Comments on Area FM Work Plan Amendment for Construction of Temporary Asphalt Cap. October 5. 10 DTSC, 2022. Work Plan Amendment for Construction of Temporary Asphalt Cap Area FM, North Shoe Areas, Marina Bay Project, Richmond, California. October 3.
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Engineering and Special Projects Office (ESPO)11, and DTSC’s Human and Ecological Risk Office (HERO)12. According to the ESPO comment letter the Work Plan Amendment was reviewed to determine conformance with the following documents:
• A March 18, 2021 Letter from DTSC to the Agency13;
• The Final RAP;
• A 2005 Remedial Design and Implementation Plan (RDIP)14; and • A 2016 RDIP Amendment15.
On January 24, 2023, NV5 submitted Revised Work Plan Amendment for Construction of Temporary Asphalt Cap (Revised Work Plan Amendment) to address the comments provided by DTSC in the four above-referenced letters. As noted in the Revised Work Plan Amendment, the Agency responded to DTSC’s March 18, 2021 letter. The Revised Work Plan Amendment is under review by DTSC and comments are pending.
The scope of work described below is based on: (1) responding to potential comments from DTSC on the Revised Work Plan Amendment; (2) the scope of work described in the Revised Work Plan Amendment required for the installation of the temporary cap; (3) reporting of the installation of the temporary cap at Area FM; and (4) preparation of an Operations and Maintenance (O&M) Plan, as required by the deed restriction. Also included is a fee for general environmental consultation to provide ongoing consultation to the City regarding unanticipated requests from DTSC.
Response to DTSC Comments on Revised Work Plan Amendment
NV5 anticipates preparing and participating in meetings with City staff regarding the response to DTSC. We also anticipate modifying the Revised Work Plan Amendment in response to DTSC comments and participating in meetings with City staff and DTSC. While the extent of any comments from DTSC is not known at this time, we do not expect extensive comments.
Should the comments from DTSC require an effort beyond that proposed herein a supplemental proposal will be prepared and submitted.
11 DTSC, 2022. Marina Bay Parkway and Regatta Blvd., Richmond, California, Area FM (DTSC Site Code:
201134, 11018). October 10.
12 DTSC, 2022. Work Plan Amendment for Area FM Marina Bay Project, Richmond, California October 5. 13 DTSC, 2021. Letter from Ian Utz to Mr. Craig Murray, City of Richmond, regarding Marina Bay Project, Richmond (Site Code: 200134), Area FM Status Evaluation and Interim DTSC Comments. March 18. 14 PES, 2005. Remedial Design and Implementation Plan, Area FM – North Shore Areas, Marina Bay Project, Richmond, California. April 1.
15 PES, 2016. Work Plan for Construction of Temporary Soil Cap, Area FM, North Shore Areas, Marina Bay Project, Richmond, California. August 12.
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Installation of the Temporary Cap
Installation of the temporary soil cap requires a Soil Management Plan (SMP; equivalent to the Revised Work Plan Amendment) and a Health and Safety Plan (HASP). A site-specific health and safety plan (HASP) has been prepared by NV5 for NV5 personnel in accordance with applicable State and Federal Standards for Hazardous Waste Operations and Emergency Response (Cal. Code Regs., title 8, section 5192; 29 CFR 1910.120) and was included as an attachment to the Work Plan Amendment. Additionally, a Work Notice will need to be prepared and distributed to the surrounding community. Following installation of the cap, a report needs to be submitted to DTSC documenting the construction and the O&M Plan needs to be submitted to DTSC. Accordingly, NV5 will modify the Revised Work Plan Amendment, if required, and prepare the Work Notice, Report and O&M Plan. We understand the Work Notice will be distributed by the City or others to the surrounding community prior to the installation of the temporary cap. NV5 understands grading plans and other planning documents have been prepared by others. We further understand that all required permits will be obtained by others.
NV5 will conduct dust monitoring during the installation of the cap.
Work Notice Preparation
NV5 will work with DTSC to prepare the Work Notice informing the public that work will be performed on the site. The Work Notice will describe the work to be conducted, the equipment to be used, the dates and duration of the work, and a map depicting the location of the site. A draft Work Notice will be submitted to you for review and once your comments have been addressed a final draft version will be submitted to DTSC. We understand the final version of the Work Notice will be distributed by the City or others.
Monitoring and Documentation for Installation of Temporary Cap
NV5 will conduct observation and documentation of the installation of the temporary cap. The temporary cap will be installed by others, which will include site preparation activities such as grubbing and grading the site, and stockpiling excess soil for waste characterization and management. NV5 will document dust suppression activities and placement of cap materials.
NV5 will conduct dust monitoring as described below. Based on an estimate of the duration of the construction project provided by CWS/Stuber-Stroeh Engineering Group, Inc. (CSW), the fee estimate is based on a duration of six weeks to prepare the site and construct the temporary cap.
Due to the duration of the project, lead exposure will be controlled to less than the National Ambient Air Quality Standard (NAAQS) rolling three-month average limit of 0.15 micrograms lead per cubic meter of air (µg/m3). Maintaining total dust levels from soil below 35.7 µg/m3 total dust ceiling level will ensure the levels of lead will remain below the NAAQS rolling three-month average limit of 0.15 µg/m3. If this level is exceeded, additional dust suppression activities such as water application for dust suppression will be conducted during work activities.
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Dust monitoring shall be conducted using portable airborne particulate monitors (Thermo 1500, TSI-Dust Track, or similar). This dust monitoring equipment has real-time monitoring capabilities complete with an alarm and data recording. Dust monitors will be positioned along the site perimeter for the duration of activities which disturb site soils.
The locations of the monitoring equipment will be adjusted to ensure the following:
• At least one upwind perimeter location near the active earthwork areas; • At least one downwind perimeter location near the active earthwork areas; and • At any active entry/egress location for construction equipment and trucks.
Waste Characterization
NV5 understands that approximately 600 cubic yards of soil may be generated during site preparation and that the soil will be placed into a stockpile on-site by the contractor. NV5 will collect two four-point composite soil samples for waste characterization purposes. The samples will be analyzed for petroleum hydrocarbons, Title 22 metals (including soluble metals analysis for lead and chromium), volatile organic compounds (VOCs), semi-volatile organic compounds (SVOCs), asbestos, and polychlorinated biphenyls (PCBs). NV5 will work with the City’s contractor to profile the waste and assist with off-site disposal of the excess soil, if required. Costs for disposal of the excavated soil and associated activities (e.g., loading and transportation) are not included in the proposed scope of work and fee estimate.
Temporary Cap Installation Report
NV5 will prepare a report documenting the installation of the temporary cap. The report will document the materials used to construct the cap, the results of the dust monitoring, installation of the cap, and disposition of the excess soil generated during the work. A draft report will be submitted to you for review and once your comments have been addressed a final version will be submitted to DTSC.
Preparation of O&M Plan
NV5 will prepare an O&M Plan to describe inspection and maintenance procedures, and reporting requirements (annual and Five-Year Reviews). A draft O&M Plan will be submitted to you for review and once your comments have been addressed a final version will be submitted to DTSC.
General Environmental Consultation
NV5 will provide general environmental consultation to the City. These services will be provided as requested. We anticipate that the services may include but not be limited to participation in meetings with City staff, participation in meetings with City staff and DTSC, Mr. Craig Murray
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conducting site inspections with DTSC staff, participation in public meetings, review of correspondence from DTSC, and preparation of correspondence to DTSC. The estimated fee for this task is based on 40 hours of principal geologist or engineer effort.
ESTIMATED FEE
The following is the estimated fee to perform the additional scope of work for the scope of work described above:
Task 1 – Marina Bay Project
Task 1a – Annual Inspections and Five-Year Review
FY 2023/24 Annual Inspections and Reporting $8,500
FY 2023/24 Annual Inspections and Reporting Contingency 7,000 Revise Third Five-Year Review Work Plan 6,000
Third Five-Year Review Reporting 35,000
FY 2024/25 Annual Inspections and Reporting 9,350
FY 2024/25 Annual Inspections and Reporting Contingency 7,700 FY 2025/26 Annual Inspections and Reporting 10,300
FY 2025/26 Annual Inspections and Reporting Contingency 8,500
$92,350
Task 1b – Area T – Enhanced Groundwater Remediation &
Monitoring & Reporting
FY 2023/24 Groundwater Monitoring & Reporting $30,100
FY 2024/25 Groundwater Monitoring & Reporting 33,100
FY 2025/26 Groundwater Monitoring & Reporting 36,400
$99,600
Task 1c – Area FM – Work Plan Revision, Temporary Cap
Construction, Reporting and General Environmental Consultation Work Plan Revisions $4,500
Preparation of Work Notice 1,800
Observation/Documentation of Cap Installation
(includes dust monitoring) 148,500
Waste Characterization 4,500
Preparation of Cap Installation Report 9,500
Preparation of O&M Plan 8,000
General Environmental Consultation 15,000
$191,800
Marina Bay Project Total $383,750
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NV5 proposes to perform these additional services, as described herein, on a time and materials basis for an estimated cost of $383,750. Costs were estimated based on NV5’s current Schedule of Charges (see attached) and anticipated increases of 10% per year. This estimate will not be exceeded without the City’s authorization, and a material change in the scope of work. NV5 will perform the proposed scope of work under the terms of the City’s Purchase of Services Contract, which we understand will be provided by the City.
We appreciate the opportunity to be of continued service to the City and trust this is the information you require at this time. If you have any questions, please contact Kyle Flory at (415) 497-2729.
Yours very truly,
NV5
Kyle S. Flory, P.G.
Principal Geologist
Thomas Neely, C.HG.
Principal Hydrogeologist
Attachment: Schedule of Charges
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days a fter completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices
. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor . Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers . Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property . The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, C opyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection
. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services
. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records
. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work . All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License
. Contractor shall obtain a Richmond Business License
before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 6 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies
. Contractor agrees to
abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration
. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 11 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival
. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
For the Contract between the City of
Richmond and
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
For the Contract between the City of
Richmond and
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.
6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)
7. Contractor’s Pollution Liability (if applicable for Construction Contractors)
Required Coverage
Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR
is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011
PROJECT COST R EQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)
Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).
If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.
If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.
The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.
Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.
Same limits as General Liability.
Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Additional Insured Endorsement
Applicable to General Liability Coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required. ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.
SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:
1. A Bid bond
2. A Performance Bond
3. A Payment Bond
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin . The City
of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12 -18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.
Printed Name: Title:
Signed: Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)